Item 1.01 Entry into a Material Definitive Agreement
On May 26, 2020, R1 RCM Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Barclays Capital Inc. and J.P.
Morgan Securities LLC, as the representatives of the several underwriters listed
on Schedule 1 thereto (the "Underwriters"), and the selling stockholders listed
on Schedule 2 thereto (the "Selling Stockholders") with respect to an
underwritten offering of 15,000,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock"), at a public
offering price of $22.50 per share, to be sold by the Selling Stockholders.
Under the terms of the Underwriting Agreement, one of the Selling Stockholders
granted the Underwriters an option, exercisable for 30 days, to purchase up to
an additional 2,250,000 shares of Common Stock (the "Option Shares") from it,
and the Underwriters exercised such option to purchase the Option Shares on May
28, 2021. The closing of the offering and delivery of the Shares took place on
June 1, 2021. The closing of the offering and delivery of the Option Shares is
expected to occur on June 2, 2021, subject to customary closing conditions. The
Company will not receive any proceeds from the sale of the Shares or the Option
Shares.
The offering was made pursuant to an automatically effective Registration
Statement on Form S-3ASR (File No. 333-256465) filed with the Securities and
Exchange Commission (the "SEC") on May 25, 2021, including a related base
prospectus. A prospectus supplement relating to the offering has been filed with
the SEC.
The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, a copy of which is attached hereto
as Exhibit 1.1, and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
On May 27, 2020, the Company issued 14,500,000 shares of common stock to a
warrant holder upon the cashless exercise of a warrant to purchase 16,912,646
shares of common stock at an exercise price of $3.50 per share based upon a
market value of $24.54 per share as determined under the terms of the warrant.
On May 28, 2020, the Company issued 2,250,000 shares of common stock to a
warrant holder upon the cashless exercise of a warrant to purchase 2,622,499
shares of common stock at an exercise price of $3.50 per share based upon a
market value of $24.64 per share as determined under the terms of the warrant.
The foregoing securities were issued in reliance upon the exemption from
registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of May 26, 2021, by and among the
Company, the Selling Stockholders and Barclays Capital Inc. and J.P.
Morgan Securities LLC, as representatives of the Underwriters.
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
99.1 Information relating to Part II, Item 14. "Other Expenses of
Issuance and Distribution" of the Company's Registration Statement
on Form S-3ASR (File No. 333-256465).
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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